SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act 1934
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Information Statement
OXY GENERAL CORPORATION
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(Name of Registrant as Specified in Its Charter)
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OXY GENERAL CORPORATION
1056 EAST PLATINUM WAY
SANDY, UTAH 84094
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INFORMATION STATEMENT
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WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND A PROXY
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- NOTICE OF SHAREHOLDERS CONSENT TO CHANGE THE NAME OF -
- OXY GENERAL CORPORATION -
- TO -
- WRAP-N-ROLL USA, INC. -
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INTRODUCTION
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Oxy General Corporation ("the Company") is providing this Information
Statement to all shareholders of its par value $0.001 common stock ("Common
Stock") as notification that on October 1, 2000 the holders of a majority of
the Company's outstanding Common Stock have consented to change the Company's
name from Oxy General Corporation ("Oxy General") to Wrap-N-Roll USA, Inc.
("Wrap-N-Roll").
Of the 11,000,000 Common Stock shares issued and outstanding and
entitled to vote by written consent on that date, a shareholder owning
10,000,000 shares, or approximately 91% of the outstanding Common Stock,
consented to this name change by written consent taken without a meeting
pursuant to Section 78.320 of the Nevada Revised Statutes.
On October 24, 2000, the Company is sending this Information Statement to
all shareholders of record as of October 1, 2000 ("Record Date"). The name
change shall be effective November 17, 2000 or upon filing of the Certificate
of Amendment of Articles of Incorporation with the Nevada Secretary of State,
whichever is later.
The Company is seeking a change in its business plan to mobile
advertizing to US businesses. This name change is being effected to better
suit the nature of the Company's business.
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SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
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The record date for this Information Statement is October 1, 2000. The
following table sets forth certain information concerning ownership of the
Company's Common Stock as of October 1, 2000. The table discloses each entity
or individual the Company knows to beneficially own more than five percent
(5%) of its Common Stock. The table also shows the stock holdings of the
Company's directors, as the well as the shares held by its directors and
executive officers as a group. The notes accompanying the information in the
table below are necessary for a complete understanding of the figures
provided.
AMOUNT AND NATURE OF
NAME OF BENEFICIAL OWNER BENEFICIAL OWNER (1) PERCENT OF CLASS
- ------------------------ -------------------- ----------------
Cliff Halling (2) 10,000,000 90.9%
1056 East Platinum Way
Sandy, Utah 84094
All Executive Officers &
Directors as a Group
(One Person) 10,000,000 90.9%
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(1) The number of shares beneficially owned by the entities or individuals
above is determined under rules promulgated by the SEC and the
information is not necessarily indicative of beneficial ownership for
any other purpose. Under such rules, beneficial ownership includes any
shares as to which the individual has sole or shared voting power or
investment power and also any shares which the individual has the right
to acquire within 60 days through the exercise of any stock option or
other right. The inclusion herein of such shares, however, does not
constitute an admission that the named stockholder is a direct or
indirect beneficial owner of such shares. Unless otherwise indicated,
each person or entity named in the table has sole voting power and
investment power (or shares such power with his or her spouse) with
respect to all shares of capital stock listed as owned by such person or
entity.
(2) Cliff Halling is the sole officer and director of the Company.
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
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The Company was incorporated on September 26, 1997 under the laws of the
State of Nevada. Nevada law requires that a domestic corporation amend its
articles of corporation to reflect a change of corporate name. Therefore, the
Company's articles of incorporation will be amended, effective on November 17,
2000 or upon filing of the Certificate of Amendment of Articles of
Incorporation with the Nevada Secretary of State, whichever is later, to
reflect the change of name from Oxy General Corporation to Wrap-N-Roll USA,
Inc.
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DIRECTORS AND EXECUTIVE OFFICERS
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The directors and executive officers currently serving the Company are
as follows:
NAME AGE POSITION HELD SINCE
- ----- ---- -------------- ------
Cliff Halling 39 President, Secretary, June 1, 1999
Treasurer, Director &
Chairman of the Board
Cliff Halling, the Company's President, Secretary, Treasurer, Director
and Chairman of the Board has over ten years experience in management,
marketing and training. Since June 1998, Mr. Halling has been operating
DirectShop.Net - an Internet Web Site he developed to provide consumer
exposure for retail firms. From 1996 through 1998 Mr. Halling was involved in
marketing for a real estate and financial consulting firm in Salt Lake City,
Utah. During this time, Mr. Halling also served on the Board of Directors of
Flexweight Corporation, a reporting issuer traded on the NASD OTCBB. From
1995 through 1997, Mr. Halling was involved in training and motivation for
United Parcel Service, West Valley City, Utah. From 1992 through 1995, Mr.
Halling was Community Service Coordinator for Feature Films for Families of
Salt Lake City, Utah, a company that developed and sold video programs to over
4,000 elementary schools across the country.
The director named above will serve until the next annual meeting of the
Company's stockholders. Thereafter, directors will be elected for one-year
terms at the annual stockholders' meeting. Officers will hold their positions
as directed by the board of directors. Currently, none of the Company's
officers nor directors have any employment agreement with the Company, nor is
any currently contemplated. There is no arrangement or understanding between
the directors and officers of the Company and any other person pursuant to
which any director or officer was or is to be selected as a director or
officer.
The directors and officers of the Company will devote such time to the
Company's affairs on an "as needed" basis. As a result, the actual amount of
time which they will devote to the Company's affairs is unknown and is likely
to vary substantially from month to month.
Exclusion of Liability
The Nevada Corporation Act excludes personal liability for its directors
for monetary damages based upon any violation of their fiduciary duties as
directors, except as to liability for any breach of the duty of loyalty, acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, acts in violation of the Nevada Corporation Act, or
any transaction from which a director receives an improper personal benefit.
This exclusion of liability does not limit any right which a director
may have to be indemnified and does not affect any director's liability under
federal or applicable state securities laws.
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COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
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On August 26, 1999, Cliff Halling, the Company sole executive officer and
sole director received $500.00 cash as a fee for services rendered to the
Company. No other compensation was awarded to, earned by, or paid to any of
the executive officers of the Company since its inception on September 26,
1997.
TRANSFER OF STOCK CERTIFICATES
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After November 17, 2000, stockholders may forward their stock
certificates to the Company, Wrap-N-Roll USA, Inc., 1056 East Platinum Way,
Sandy, Utah 84094; Telephone (801) 576-8073, together with a letter of
instruction letting the Company know where the new stock certificate bearing
the new name of the Company and its new Cusip Number should be mailed to.
There will be no fee charged to the shareholders for the transfer of
certificates if received by the Company by December 31, 2000. Thereafter,
there may be a fee imposed. If stock certificates are being transferred into
the same name, no signature guarantee is required; if being transferred to a
new name, the stock certificate submitted must be signed and the signature
must be guaranteed by a "Medallion Member" bank or broker dealer. A stock
power similarly signed and guaranteed will also be acceptable.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/ Cliff Halling
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Cliff Halling, President
Sandy, Utah
October 13, 2000
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